By-Laws

ARTICLE I - MEMBERSHIP

Section 1.

Prior to submitting an application for membership in the Association, a prospective member shall be brought to a regular meeting as a guest of a current member for a minimum of three (3) visits. If the guest wishes to join the Association, he shall submit a Membership Application to the Membership-Classification Committee or any member of the Board of Directors. Such Committee or the Board of Directors will initially ascertain if the classification is open and if any restrictions specified in Article III of the Constitution apply to the proposed member.

After a thorough investigation of the general eligibility of the proposed member, the Committee shall submit the name of the proposed member to the Board of Directors for a vote as to whether to submit such proposed member to the Association for membership.

If the Board of Directors has voted favorably upon the name of the newly proposed member, the Board of Directors shall order the proposed member=s name presented to the Membership at the next regularly scheduled business meeting. A vote of the membership will be taken, and upon receiving no more than ten (10) dissenting votes, the proposed member will be admitted into the Association.

The Membership-Classification Committee shall record with the Secretary the name of all applicants for closed classifications. When a classification comes open, the Secretary shall be contacted for prior applicants and they in turn shall be notified in writing and offered membership application.

Section 2.

If any member in good standing objects to the classification or applicability of a restriction to a proposed member, he may request that the question of classification/restriction be brought before the total Association membership. A two-thirds majority of the members present and voting, providing a quorum is present, may override the decision of the Board of Directors.

ARTICLE II - DUES

Section 1.

The initiation fee shall be $100.00. Semiannual dues shall be in an amount set by the Board of Directors.

Section 2.

Semiannual dues are payable on January 1 and July 1 of each calendar year.

Section 3.

Members who have failed to pay their dues within 30 days of the date on which they became due shall be declared to be in arrears.

Section 4.

Any member whose dues have not been paid for two months from the date on which they were due may, at the discretion of the Board of Directors, be automatically dropped from the membership.

Section 5.

Any member who has been dropped from membership for failure to pay dues shall not be reinstated until they have been re-elected and paid the regular initiation fee and first semiannual prorated dues.

Section 6.

No cancellation or refund of dues shall be made, unless a member voluntarily withdraws from the Association and in such event such withdrawing member’s dues shall be prorated at one-sixth (1/6) times (x) the number of remaining months in such semiannual dues period.

Section 7.

When an election takes place at any other time other than the beginning of a semiannual period, then dues shall be prorated at one-sixth times (x) the number of remaining months in such semiannual dues period.

ARTICLE III - DUTIES OF OFFICERS

Section 1.

It shall be the duty of the President to preside at all meetings of the Association. The President shall sign all documents and contracts on behalf of the Association and shall perform such other duties usually pertaining to his office.

Section 2.

In the case of absence or disability of the President, the Vice President shall assume the duties of the office of the President. The Vice President shall be in charge of the Programs for the Association.

Section 3.

The Secretary shall keep the minutes of all proceedings and record the same. The Secretary shall keep the roll, give notice of all meetings, notify officers of election, and send the names of the newly elected members to the Treasurer and perform such other duties as the office may require.

Section 4.

The Treasurer shall receive and safely keep all monies of the Association, and pay out the same only on order of the President. The Treasurer shall report monthly to the Membership on the financial status of the Association and shall make an annual report of the receipts and disbursements.

Section 5.

The immediate Past-President shall be a member of the Board of Directors and shall serve for one term.

ARTICLE IV - ELECTION OF OFFICERS

Section 1.

All Officers shall be elected by ballot at the annual meeting in accordance with Article IV of the Constitution and shall assume office at the close of that meeting.

Section 2.

No member shall be eligible to hold office who has not been a member of the Association for six (6) months.

Section 3.

No member shall hold the same office more than twice in succession.

Section 4.

Should a vacancy occur in the office of President, the Vice President shall assume the duties of the President. The resulting vacancy in the office of Vice President, and a vacancy in any other office, shall be filled by special election.

ARTICLE V - BOARD OF DIRECTORS

Section 1.

The Board of Directors of the Association shall consist of the Immediate Past-President, the Officers, and six (6) Directors elected by the Association as provided by Article V, Section 1, of the Constitution. It shall be the duty of the Board to conduct all business of the Association, to accept committee reports and recommendations, and to take such action as it deems advisable. All decisions of the Board of Directors are final, except that upon the request of any member in good standing any issue may be taken to the membership. If a quorum is present, a two-thirds majority of the members present and voting shall over-ride the decision of the Board of Directors.

Section 2.

The Immediate Past-President shall serve as Chairman of the Board of Directors. If for any reason the Past-President is unable to serve, the Board of Directors shall elect a Chairman from among its members.

Section 3.

The Board of Directors of the Association may hold meetings by using a conference telephone or similar communications equipment, or another suitable electronic communications system, including videoconferencing technology or the Internet, or any combination, if the telephone or other equipment or system permits each person participating in the meeting to communicate with all other persons participating in the meeting. If voting is to take place at the meeting, the Association must (1) implement reasonable measures to verify that every person voting at the meeting by means of remote communications is sufficiently identified and (2) keep a record of any vote or other action taken. Participation in such a meeting shall constitute presence in person at the meeting.

ARTICLE VI - DURATION OF MEMBERSHIP

Section 1.

Membership in the Association shall continue during the existence of the Association, unless terminated as herein provided.

Section 2.

Any Active Member who misses six (6) meetings in any calendar quarter shall be considered expelled from the Association and his membership in the Association shall be terminated.

Section 3.

Any member in arrears in the payment of dues shall be suspended in accordance with Article II, Section 4, of the Bylaws.

Section 4.

When a firm ceases doing business under the classification under which it was admitted, the membership of that firm shall be terminated.

Section 5.

When a firm is sold, the membership shall be terminated, unless otherwise directed by the Board of Directors.

Section 6.

If the active member of any firm is changed for any reason, the current active member must notify the Board of Directors of the change and the proposed new active member must apply to the Board of Directors for admission to the membership as the new active member. The new active member must meet the qualifications for membership as set out in Article VI of the Constitution.

Section 7.

Any membership may be terminated by the Board of Directors provided it is in the best interest of the Association and provided the member has been served with due notice and shall have any opportunity to be heard by the Board of Directors. In the event the member so desires, he may appeal the action taken in his case to a meeting of the members.

ARTICLE VII - COMMITTEES

Section 1.

All committees shall be appointed by the President and shall consist of at least three members. The Standing Committees shall be appointed at the first business meeting following the annual meeting.

Section 2.

The President shall be empowered to appoint such special committees as he deems necessary.

Section 3.

Standing Committees shall be as follows:

Membership-Classification
Nominating

Section 4.

The duties of responsibilities of the Standing Committees shall be as follows:

Membership-Classification

It shall be the duty of this committee to promote and encourage the securing of new members for the Association; to consider all applications for membership, and to thoroughly investigate the character, business, social and community standing, and general eligibility of all proposed members; to review the application for restrictions in accordance with Article III of the Constitution; and to report its decision on all applications to the Board of Directors.

It shall also be the duty of this committee to recommend to the Board of Directors the reinstatement or rejection of former members; to recommend to the Board of Directors for acceptance or rejection any change of representation which may be desired by member firms; to pass on resignations and make recommendation for their disposal to the Board of Directors.

It shall also be the duty of this committee to open classifications as they feel would be of benefit to the Association and to fix the classification of all current and proposed members. This committee shall determine whether or not there is sufficient conflict between members and proposed members as to be detrimental to the Association or any member in good standing. In case of conflict between existing classifications, and on complaint of one or more members, the committee shall consider the merits of the case and recommend to the Board of Directors such action as seems advisable. The decision of the Board of Directors shall be final except as otherwise provided in Article V of the Bylaws.

Nominating Committee

The Nominating Committee shall consist of no fewer than three members and may have members from both the Board of Directors and the Membership. It shall be the duty of this Committee to nominate all candidates to office.

ARTICLE VIII ORDER OF BUSINESS

Section 1.

All meetings other than the first meeting of the month and other than special meetings shall be known as Regular meetings and shall have the following order of business:

1. Meeting called to order
2. Minutes of previous meeting
3. Reports of Officers and Committee Chairmen
4. Introduction of members
5. Introduction of guests
6. General leads
7. SEA thanks
8. Program
9. Adjournment

Section 2.

The first meeting of each month shall be known as the Business Meeting. Guests will not be allowed at this meeting and the following shall be the order of business:

1. Meeting called to order
2. Minutes of the previous meeting
3. Minutes of the Board meeting
4. Treasurers report
5. Reports of Officers and Committee Chairmen
6. General Leads
7. Election of new members
8. Old business
9. New business
10. SEA thanks
11. Adjournment

ARTICLE IX - QUORUM

Fifty-one percent (51%) of the membership shall constitute a quorum for the transaction.

ARTICLE X - PARLIAMENTARY AUTHORITY

Robert’s Rules of Order, Revised shall be the parliamentary authority for this Association.

ARTICLE XI - AMENDMENT

Any amendment to these Bylaws may be proposed at any regular Business Meeting, to be adopted by a majority vote at the following Business Meeting.

ARTICLE XII - SUSPENSION OF BYLAWS

These Bylaws may be suspended in case of emergency by four-fifths (4/5) vote of all those present at any meeting at which quorum is present.

ARTICLE XIII - FINANCES

Section 1.

The finances of the Association shall be deposited in a bank approved by the Board of Directors.

Section 2.

All checks or other order for the payment of funds of the Association shall be signed by the Treasurer.

Section 3.

No officer, director, committee chairman, or committee member shall have the power to contract or incur any liability without the authority of the Board of Directors and in no event, in excess of the specific appropriation made by the Board of Directors.

Section 4.

The Board of Directors shall have no authority to incur or contract liabilities or make appropriations in excess of the net worth of the Association.